Confidentiality Terms & Conditions
Updated August 2018
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR SUBMITTING YOUR INFORMATION THROUGH THE FEDEX WEBSITE TO ENGAGE IN BUSINESS DISCUSSIONS, CUSTOMER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
This Confidentiality Terms and Conditions (this “Agreement”) contains the terms and conditions under which FedEx Supply Chain, Inc. (“FedEx”) and the Person or entity engaging in business discussions (“Customer” or “You(r)”) will protect each other’s Confidential Information as set forth herein.
FedEx and Customer have each developed certain confidential and proprietary information (“Confidential Information”) including, but not limited to, financial statements, financing documents, trade secrets, new products, copyrights, computer software, documentation, specifications, systems, hardware, concepts, designs, configurations, schedules, costs, performance features, techniques, copyrighted matter, patentable and patented inventions, plans, methods, drawings, data, tables, calculations, documents or other paperwork, computer program narratives, flow charts, source and object codes, business and marketing plans, dealings, arrangements, objectives, locations and customer information. For purposes of this Agreement, FedEx’s Confidential Information shall also be deemed to include, without limitation, the confidential and proprietary information of any its affiliates. For purposes of this Agreement, a party disclosing the Confidential Information is the “Disclosing Party” and a party receiving the Confidential Information is the “Receiving Party“.
Information shall be deemed Confidential Information and shall be subject to the terms of this Agreement if: (i) the Receiving Party is notified that the information is confidential or proprietary prior to, or at the time of, its disclosure; or (ii) information in a tangible form is labeled as confidential or proprietary prior to its disclosure; or where labeling of the particular item of Confidential Information is not practicable, then such information is clearly and specifically identified in a contemporaneous writing provided by the Disclosing Party to the Receiving Party; or (iii) the Receiving Party knows that such information is confidential or proprietary or would be reasonably expected to understand the confidential or proprietary nature of such information.
Confidential Information disclosed hereunder shall at all times remain, as between the parties, the property of the Disclosing Party. No license under any trade secrets, copyrights or other rights is granted by this Agreement or any disclosure of Confidential Information hereunder. Neither party shall communicate the other’s Confidential Information, in any form, to any third party without the other party’s prior written consent, and each party shall use its best efforts to prevent inadvertent disclosure of the other’s Confidential Information to any third party. In addition, unless otherwise agreed in writing, the Receiving Party may not disclose to any third party the fact that the Disclosing Party has disclosed or provided any Confidential Information to the Receiving Party hereunder, or disclose to any third party the existence, nature, or scope of this Agreement.
The parties acknowledge that in order to maintain a business relationship each party may be required to disseminate the other party’s Confidential Information to some of its employees. Access to Confidential Information shall be restricted to those of the Receiving Party’s personnel who reasonably need-to-know or need-to-have access to the Confidential Information. In addition, each party undertakes to cause its employees, to whom such Confidential Information is transmitted, to affirmatively acknowledge, or to be bound to, the same obligation of secrecy and confidentiality to which the parties are bound under this Agreement. Notwithstanding any provision to the contrary, the parties further acknowledge that FedEx may disseminate Customer’s Confidential Information to any of its respective affiliates.
The obligations of this Agreement shall not apply or shall terminate with respect to any particular portion of a party’s Confidential Information if (i) a Receiving Party can show that the Confidential Information received from another is, or has become, generally available to the public through no violation of the terms of this Agreement; (ii) a Receiving Party, at any time, lawfully obtains such Confidential Information in writing from a third party under circumstances permitting its disclosure; (iii) such Confidential Information is disclosed with the prior express written consent of the Disclosing Party, provided that any disclosure complies in all respects with the terms of such written consent; (iv) such Confidential Information is disclosed pursuant to the lawful requirement of a governmental agency or required by operation of law; provided that the Receiving Party shall promptly notify the Disclosing Party of such demand and tender to the Disclosing Party the defense of such demand; or (v) the Receiving Party has independently developed such Confidential Information prior to, or during the course of, this Agreement without reference to, use of, or knowledge of the Disclosing Party’s Confidential Information.
In addition to, and not in lieu of, the rights afforded under this Agreement, the parties agree that in the event of any violation, or threatened violation, of this Agreement, the injured party shall be authorized and entitled to seek, from any court of competent jurisdiction, preliminary and permanent injunctive relief as well as an equitable accounting of all profits or benefits arising from such violation, which rights and remedies shall be cumulative and in addition to any other rights or remedies at law or in equity to which the injured party may be entitled. Each party acknowledges that any disclosure of the other’s Confidential Information other than as specifically provided herein will be wrongful and will cause irreparable injury to the Disclosing Party and, therefore, each party agrees to hold the other’s Confidential Information in strictest confidence and not to make use of it other than as specifically provided herein. Each party shall protect the confidential and proprietary nature of the Disclosing Party’s Confidential Information in at least the same manner and extent that it protects the confidential and proprietary nature of its own Confidential Information of like kind.
The obligations of this Agreement with respect to either party’s Confidential Information shall terminate on the later of (i) five (5) years from Customer’s acceptance of this Agreement or (ii) in the event there are any contracts or agreements between FedEx and Customer which are entered into in connection with information disclosed under this Agreement, three (3) years after the date of termination or expiration of all such contracts and agreements.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to, or application of, choice of law rules or principles.